EXHIBIT 3.1
   
                                     BYLAWS

                                    -- of --

                       ERIE FAMILY LIFE INSURANCE COMPANY

                                 March 11, 1998




                                    ARTICLE I

                                     Offices

         Section  1.01.  Principal  Office.  The  principal  office  of  Erie  
Family  Life  Insurance  Company,  a Pennsylvania business corporation, shall be
located in the City of Erie, Pennsylvania.


                                   ARTICLE II

                            Meetings of Shareholders

         Section 2.01. Annual Meeting.  The Annual Meeting of Shareholders shall
be held each  year,  at a day and time fixed by the Board of  Directors.  At the
Annual Meeting, the Shareholders then entitled to vote shall elect Directors and
shall  transact  such other  business  as may  properly  be  brought  before the
meeting. In elections for Directors,  voting need not be by ballot,  except upon
demand made by a  Shareholder  entitled to vote at the  election  and before the
voting begins.

         Section 2.02.  Special Meetings.

         (a) Call of Special Meetings.  Special meetings of the 
             Shareholders may be called at any time by:

                  (1) the Chairman of the Board,

                  (2) the Chief Executive Officer,

                  (3) the Board of Directors,

                  (4) the Chairman of the Executive Committee, or

                  (5) Shareholders entitled to cast at least twenty percent
                     (20%) of the votes that all Shareholders are entitled
                      to cast at the particular meeting.





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         (b) Fixing of Time for Meeting.  At any time,  upon written  request of
any  person  who has  called  a  special  meeting,  it  shall be the duty of the
Secretary to fix the day and time of the  meeting,  which shall be held not more
than 60 days after the  receipt of the  request.  If the  Secretary  neglects or
refuses to fix the day and time of the  meeting,  the person or persons  calling
the meeting may do so.

         Section 2.03. Place of Meeting.  The place of meeting for any Annual or
Special Meeting of  Shareholders  of the  corporation  shall be at the principal
office of the  corporation,  unless  another place is designated by the Board of
Directors in the notice of the meeting.

         Section 2.04.  Notice of Meeting.

         (a) General Rule.  Written notice of every meeting of the  Shareholders
stating  the  place,  day and time of the  meeting  shall be given by, or at the
direction of, the Secretary to each  Shareholder  of record  entitled to vote at
the meeting at least:

                  (1 ten  days  prior to the day  named  for a  meeting  called 
                     to  consider  a  fundamental transaction under 15 Pa.C.S.
                     Chapter 19; or

                  (2) five days  prior to the day named for the  meeting  in any
                      other case.

If the Secretary neglects or refuses to give notice of a meeting,  the person or
persons  calling  the  meeting  may do so. In the case of a Special  Meeting  of
Shareholders,  the notice shall specify the general nature of the business to be
transacted.

         (b) Manner of Giving Notice.  Whenever written notice is required to be
given to any Shareholder, it may be given either personally or by sending a copy
thereof by first class or express mail,  postage  prepaid,  or by telegram (with
messenger service specified), telex or TWX (with answerback received) or courier
service,  charges,  prepaid, or by telecopier,  to the address (or to the telex,
TWX,  telecopier or telephone number) of the Shareholder  appearing on the books
of the corporation. If the notice is sent by mail, telegraph or courier service,
it shall be  deemed to have  been  given to the  person  entitled  thereto  when
deposited  in the  United  States  mail or with a  telegraph  office or  courier
service  for  delivery  to that  person  or,  in the case of telex or TWX,  when
dispatched or, in the case of telecopier, when received.

         (c) Adjourned Shareholder  Meetings.  When a meeting of Shareholders is
adjourned, it shall not be necessary to give any notice of the adjourned meeting
or of the  business to be  transacted  at an  adjourned  meeting,  other than by
announcement at the meeting at which the adjournment is taken,  unless the Board
fixes a new record date for the adjourned meeting.





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         (d)  Notice of  Action  by  Shareholders  on  Bylaws.  In the case of a
meeting of  Shareholders  that has as one of its purposes  action on the bylaws,
written notice shall be given to each  Shareholder  that the purpose,  or one of
the purposes, of the meeting is to consider the adoption, amendment or repeal of
the bylaws.  There shall be included in, or enclosed  with, the notice a copy of
the proposed amendment or a summary of the changes to be effected thereby.

         Section 2.05.  Quorum.

         (a) General Rule. A meeting of  Shareholders  of the  corporation  duly
called shall not be organized for the transaction of business unless a quorum is
present. The presence,  in person or by proxy, of Shareholders  entitled to cast
at least a majority of the votes that all Shareholders are entitled to cast on a
particular  matter to be acted upon at the meeting shall constitute a quorum for
the  purposes  of  consideration  and  action  on  the  matter.  Shares  of  the
corporation  owned,  directly or indirectly,  by it and controlled,  directly or
indirectly, by the Board of Directors of this corporation, as such, shall not be
counted  in  determining  the total  number of  outstanding  shares  for  quorum
purposes at any given time.

         (b)  Withdrawal  of a  Quorum.  The  Shareholders  present  at  a  duly
organized meeting can continue to do business until adjournment, notwithstanding
the withdrawal of enough Shareholders to leave less than a quorum.

         (c)  Adjournment  for Lack of Quorum.  If a meeting cannot be organized
because a quorum has not attended,  those present may, except as provided in the
Business Corporation Law, adjourn the meeting to such time and place as they may
determine.

         (d)  Adjournments  Generally.  Any meeting at which Directors are to be
elected shall be adjourned  only from day to day, or for such longer periods not
exceeding  15 days each as the  Shareholders  present and entitled to vote shall
direct,  until the  Directors  have been  elected.  Any other regular or special
meeting  may be  adjourned  for such  period  as the  Shareholders  present  and
entitled to vote shall direct.

         Section 2.06.  Informal Action by Shareholders.  Any action required or
permitted  to be  taken  at a  meeting  of the  Shareholders  or of a  class  of
Shareholders  may be taken  without a meeting  if,  prior or  subsequent  to the
action,  a consent or consents  thereto by all of the  Shareholders who would be
entitled to vote at a meeting for such  purpose  shall be filed in writing  with
the Secretary of the corporation.

         Section 2.07. Waiver of Notice. Whenever any written notice is required
to be given to any  Shareholder,  a waiver  thereof  in  writing  signed  by the
Shareholder  entitled to such  notice,  whether  before or after the time stated
therein, shall be deemed equivalent to the giving of the notice. Attendance of a
person at any meeting shall  constitute a waiver of notice of the meeting except
where a person  attends a meeting for the express  purpose of objecting,  at the
beginning of the meeting, to the transaction of any business because the meeting
was not lawfully called or convened.





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         Section 2.08.  Voting and Other Action by Proxy.

         (a)General Rule.

                  (1)  Every  Shareholder  entitled  to  vote  at a  meeting  of
         Shareholders  or to express  consent or dissent to corporate  action in
         writing  without a meeting may authorize  another person to act for the
         Shareholder by proxy.

                  (2) The  presence  of, or vote or other action at a meeting of
         Shareholders,  or the  expression  of consent  or dissent to  corporate
         action in writing,  by a proxy of a Shareholder  shall  constitute  the
         presence of, or vote or action by, or written consent or dissent of the
         Shareholder.

                  (3) Where two or more  proxies of a  Shareholder  are present,
         the  corporation  shall,  unless  otherwise  expressly  provided in the
         proxy,  accept as the vote of all shares  represented  thereby the vote
         cast by a majority of them and,  if a majority  of the  proxies  cannot
         agree whether the shares  represented shall be voted or upon the manner
         of voting the shares, the voting of the shares shall be divided equally
         among those persons.

         (b) Minimum  Requirements.  Every proxy shall be executed in writing by
the  Shareholder or by the duly authorized  attorney-in-fact  of the Shareholder
and filed with the Secretary of the corporation. A proxy, unless coupled with an
interest, shall be revocable at will, notwithstanding any other agreement or any
provision in the proxy to the contrary,  but the revocation of a proxy shall not
be effective until written notice thereof has been given to the Secretary of the
corporation.  An  unrevoked  proxy shall not be valid after three years from the
date of its  execution  unless a longer time is expressly  provided  therein.  A
proxy  shall not be  revoked  by the death or  incapacity  of the maker  unless,
before the vote is counted or the authority is exercised  written  notice of the
death or incapacity is given to the Secretary of the corporation.

         (c)  Expenses.   Unless  otherwise  restricted  in  the  articles,  the
corporation shall pay the reasonable expenses of solicitation of votes,  proxies
or consents of  Shareholders  by or on behalf of the Board of  Directors  or its
nominees for election to the Board, including solicitation by professional proxy
solicitors and otherwise.

         Section  2.09.  Voting  by  Fiduciaries  and  Pledgees.  Shares  of the
corporation standing in the name of a trustee or other fiduciary and shares held
by an assignee for the benefit of creditors or by a receiver may be voted by the
trustee, fiduciary, assignee or receiver. A shareholder whose shares are pledged
shall be entitled to vote the shares until the shares have been transferred into
the name of the  pledgee,  or a nominee  of the  pledgee,  but  nothing  in this
section shall affect the validity of a proxy given to a pledgee or nominee.







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         Section 2.10.  Voting by Joint Holders of Shares.

         (a)General  Rule.  Where shares of the  corporation  are held jointly 
or as tenants in common by two or more persons, as fiduciaries or otherwise:

                  (1) if only one or more of such  persons  is present in person
         or by proxy,  all of the shares  standing in the names of such  persons
         shall be deemed to be  represented  for the  purpose of  determining  a
         quorum and the  corporation  shall accept as the vote of all the shares
         the vote cast by a joint owner or a majority of them; and

                  (2) if the persons are equally divided upon whether the shares
         held by them shall be voted or upon the  manner of voting  the  shares,
         the voting of the shares  shall be divided  equally  among the  persons
         without  prejudice to the rights of the joint owners or the  beneficial
         owners thereof among themselves.

         (b)  Exception.  If there  has been  filed  with the  Secretary  of the
corporation  a copy,  certified  by an  attorney-at-law  to be  correct,  of the
relevant  portions  of the  agreement  under  which the  shares  are held or the
instrument  by which  the  trust or  estate  was  created  or the order of court
appointing them or of an order of court directing the voting of the shares,  the
persons  specified as having such voting power in the document latest in date of
operative effect so filed, and only those persons, shall be entitled to vote the
shares but only in accordance therewith.

         Section 2.11.  Voting by Corporations.

         (a)  Voting  by  Corporate  Shareholders.  Any  corporation  that  is a
Shareholder of this corporation may vote by any of its officers or agents, or by
proxy appointed by any officer or agent, unless some other person, by resolution
of the  Board of  Directors  of the  other  corporation  or a  provision  of its
articles or bylaws,  a copy of which  resolution  or  provision  certified to be
correct  by one of its  officers  has  been  filed  with the  Secretary  of this
corporation, is appointed its general or special proxy in which case that person
shall be entitled to vote the shares.

         (b) Controlled Shares.  Shares of this corporation  owned,  directly or
indirectly,  by it and  controlled,  directly  or  indirectly,  by the  Board of
Directors of this  corporation,  as such,  shall not be voted at any meeting and
shall not be counted in determining  the total number of outstanding  shares for
voting purposes at any given time.

         Section 2.12.  Determination of Shareholders of Record.





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         (a) Fixing Record Date.  The Board of Directors may fix a time prior to
the date of any meeting of Shareholders  as a record date for the  determination
of the Shareholders entitled to notice, or to vote at, the meeting,  which time,
except in the case of an adjourned meeting, shall be not more than 90 days prior
to the date of the meeting of Shareholders.  Only  Shareholders of record on the
date fixed shall be so entitled  notwithstanding  any  transfer of shares on the
books of the  corporation  after  any  record  date  fixed as  provided  in this
subsection.  The Board of  Directors  may  similarly  fix a record  date for the
determination  of  Shareholders  of  record  for  any  other  purpose.   When  a
determination  of  Shareholders  of  record  has been made as  provided  in this
section  for  purposes  of a  meeting,  the  determination  shall  apply  to any
adjournment  thereof  unless the Board fixes a new record date for the adjourned
meeting.

         (b) Determination  When a Record Date is not Fixed. If a record date is
not fixed:

                  (1) The record date for determining  Shareholders  entitled to
         notice of or to vote at a meeting of Shareholders shall be at the close
         of business on the day next  preceding the day on which notice is given
         or,  if  notice  is  waived,  at the  close  of  business  on  the  day
         immediately preceding the day on which the meeting is held.

                  (2) The record date for determining  Shareholders  entitled to
         express  consent or dissent to  corporate  action in writing  without a
         meeting,  when prior action by the Board of Directors is not necessary,
         shall be the close of  business  on the day on which the first  written
         consent or dissent is filed with the Secretary of the corporation.

                  (3) The record date for determining Shareholders for any other
         purpose shall be at the close of business on the day on which the Board
         of Directors adopts the resolution relating thereto.

         Section 2.13.  Voting Lists.

         (a) General  Rule.  The officer or agent having  charge of the transfer
books  for  shares  of  the  corporation  shall  make  a  complete  list  of the
Shareholders  entitled  to vote at any  meeting  of  Shareholders,  arranged  in
alphabetical  order,  with the address of and the number of shares held by each.
The list shall be  produced  and kept open at the time and place of the  meeting
and shall be subject to the inspection of any Shareholder  during the whole time
of the meeting for the purposes thereof.

         (b) Effect of List.  Failure to comply  with the  requirements  of this
section  shall not affect the validity of any action taken at a meeting prior to
a demand at the meeting by any  Shareholder  entitled to vote thereat to examine
the list. The original  share register or transfer book, or a duplicate  thereof
kept in this  Commonwealth,  shall be  prima  facie  evidence  as to who are the
Shareholders  entitled to examine the list or share register or transfer book or
to vote at any meeting of Shareholders.

         




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         Section 2.14.  Judges of Election.

         (a)  Appointment.  In advance of any  meeting  of  Shareholders  of the
corporation, the Board of Directors may appoint Judges of Election, who need not
be Shareholders,  to act at the meeting or any adjournment thereof. If Judges of
Election are not so appointed,  the presiding officer of the meeting may, and on
the request of any Shareholder shall, appoint Judges of Election at the meeting.
The  number of Judges  shall be one or three.  A person who is a  candidate  for
office to be filled at the meeting shall not act as a Judge.

         (b) Vacancies.  In case any person appointed as a Judge fails to appear
or fails or refuses to act, the vacancy may be filled by appointment made by the
Board of Directors in advance of the  convening of the meeting or at the meeting
by the presiding officer thereof.

         (c) Duties. The Judges of Election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the  existence of a quorum,  the  authenticity,  validity and effect of proxies,
receive votes or ballots, hear and determine all challenges and questions in any
way arising in connection with the right to vote,  count and tabulate all votes,
determine  the result and do such acts as may be proper to conduct the  election
or vote with fairness to all Shareholders.  The Judges of Election shall perform
their duties  impartially,  in good faith,  to the best of their  ability and as
expeditiously  as is  practical.  If there are three  Judges  of  Election,  the
decision, act or certificate of a majority shall be effective in all respects as
the decision, act or certificate of all.

         (d) Report. On request of the presiding  officer of the meeting,  or of
any  Shareholder,  the Judges shall make a report in writing of any challenge or
question or matter  determined by them,  and execute a  certificate  of any fact
found by them.  Any  report or  certificate  made by them  shall be prima  facie
evidence of the facts stated therein.


                                   ARTICLE III

                                    Directors

         Section  3.01.  General  Powers.  All powers  vested by law in the  
corporation  shall be  exercised by or under the  authority of, and the business
and affairs of the  corporation  shall be managed under the direction of, the 
Board of Directors.





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         Section 3.02. Number, Tenure and Qualifications. The Board of Directors
shall consist of not less than seven (7), nor more than sixteen (16),  Directors
(the exact number to be fixed from time to time by resolution of the Board), the
majority of whom shall be citizens and residents of the United  States,  each of
whom shall be at least eighteen (18) years of age, elected at the Annual Meeting
of Shareholders, to serve until the ensuing Annual Meeting and until a successor
is elected and  qualified  or until his or her  earlier  death,  resignation  or
removal.  No person who is seventy (70) years of age or older shall be elected a
Director unless already a Director in office and qualifying under one or more of
the following  exceptions if such person is: (a) seventy-five  (75) years of age
or older on the date of the 1990 Annual Meeting;  or (b) under seventy-five (75)
years of age on the date of the 1990 Annual Meeting, provided however, that such
person  cannot  continue to serve  beyond the end of the term in which  becoming
seventy-five  (75) years of age; or (c)  seventy  (70) years of age or older and
serving as a Trustee  of the H. O. Hirt  Trust,  so long as the Trust  holds the
majority  Class B, or  equivalent,  voting  shares  of the  corporation;  or (d)
seventy  (70) years of age or older and serving,  or  previously  served,  in at
least one of the two highest  full-time  executive  positions of the corporation
for a period of at least one (1) year.

         Section 3.03.  Meetings.  The Annual  Meeting of the Board of Directors
shall be held  immediately  after the  Annual  Meeting of  Shareholders  for the
purpose of organization  and the election of officers,  and notice thereof shall
be given in the same manner as  hereinbefore  provided in the case of the Annual
Meeting of  Shareholders.  The Board of Directors shall provide,  by resolution,
for the  holding  of at least four (4)  regular  meetings  including  the annual
meeting on specified days or dates without notice. Special meetings of the Board
of Directors  may be called by or at the request of the Chairman of the Board or
by the President,  or by at least three (3)  Directors.  Written notice of every
special  meeting of  Directors  stating  the place,  day and time of the meeting
shall be given not less than five (5) days before the meeting, either personally
or by first class or express mail or by telegraph, telex or TWX (with answerback
received) or courier services,  charges prepaid, or by telecopier. If the notice
is sent by mail,  telegraph or courier service,  it shall be deemed to have been
given to the person entitled thereto when deposited in the United States mail or
with a telegraph  office or courier  service for  delivery to that person or, in
the case of telex or TWX, when  dispatched or, in the case of  telecopier,  when
received.

         Section 3.04. Waiver of Notice. Whenever any written notice is required
to be given to any Director,  a waiver thereof in writing signed by the Director
entitled to the notice,  whether before or after the time stated therein,  shall
be deemed equivalent to the giving of the notice.  Attendance of a person at any
meeting shall constitute a waiver of notice of the meeting except where a person
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting, to the transaction of any business because the meeting was not lawfully
called or convened.

         Section  3.05.  Quorum.  A majority of the  Directors  in office of the
corporation  shall be necessary to  constitute a quorum for the  transaction  of
business;  provided,  however,  that a quorum shall consist of at least five (5)
Directors  if the Board  consists  of only  seven (7)  Directors.  The acts of a
majority of the  directors  present and voting at a meeting at which a quorum is
present shall be the acts of the Board of Directors.

         Section  3.06.  Limiting  Liability  of  Directors.  (The  provisions  
of this Section were adopted by the Shareholders of the corporation on April 28,
1987.)






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A. A Director of the  corporation  shall  stand in a  fiduciary  relation to the
corporation and shall perform his duties as a Director,  including his duties as
a member of any committee of the Board of Directors upon which he may serve,  in
good faith, in a manner he reasonably believes to be in the best interest of the
corporation,  and with  such  care,  including  reasonable  inquiry,  skill  and
diligence,   as  a  person  of  ordinary   prudence   would  use  under  similar
circumstances. In performing his duties, a Director shall be entitled to rely in
good faith on information,  opinions, reports or statements, including financial
statements and other  financial  data, in each case prepared or presented by any
of the following:

         (1) One or more officers or employees of the corporation  whom the
             Director  reasonably  believes to be reliable and competent in
             the matters present, or

         (2) Counsel,  public  accountants  or other  persons as to matters
             which  the  Director  reasonably  believes  to be  within  the
             professional or expert competence of such persons, or

         (3) A committee of the Board of  Directors  upon which he does not
             serve,  duly  designated in accordance with law, as to matters
             within its designated authority,  which committee the Director
             reasonably believes to merit confidence.

A  Director  shall  not be  considered  to be  acting  in good  faith  if he has
knowledge  concerning the matter in question that would cause his reliance to be
unwarranted.

B. In  discharging  the  duties  of their  respective  positions,  the  Board of
Directors,  committees of the Board of Directors and individual Directors,  may,
in considering the best interest of the corporation, consider the effects of any
action upon employees,  upon suppliers and customers of the corporation and upon
communities  in which offices or other  establishments  of the  corporation  are
located,  and all other pertinent  factors.  The  consideration of these factors
shall not constitute a violation of subsection A of this section.

C. Absent  breach of fiduciary  duty,  lack of good faith or  self-dealing,  any
action taken as a Director or any failure to take any action as a Director shall
be presumed to be in the best interests of the corporation.

D. Subsections (d) through (f) of 15 Pa.C.S. Section 511 shall not be applicable
to the Company.  The remaining  subsections  of Section 511 shall continue to be
applicable to the Company. (Added 7/24/90)

E. A Director of the  corporation  shall not be  personally  liable for monetary
damages as such for any action taken, or any failure to take any action, unless:

         (1) The  Director  has breached or failed to perform his duties of
             his office under subsections A through C of this section, and

         (2) The breach or failure to perform constitutes self-dealing,  willful
             misconduct or recklessness.

F. The provisions of subsection E of this section shall not apply to:




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         (1)The responsibility or liability of a Director pursuant to any 
            criminal statute, or

         (2)The liability of a Director for the payment of taxes pursuant to 
            local, state or federal law.

         Section 3.07.  Executive Committee.

         (a) General Rule. There shall be an Executive  Committee which,  except
as provided in subsection  (b),  shall have and exercise all power and authority
of the Board of Directors between meetings of the Board. The Executive Committee
shall  consist of not fewer than three (3) regular  members  including the Chief
Executive  Officer of the  corporation  who shall be Chairman  of the  Executive
Committee, unless another member shall be designated by resolution of the Board.
All of the regular  members shall be designated by resolution of the Board.  Not
less than  one-third of the committee  must be Directors who are not officers or
employees of the  corporation  or of any entity  controlling,  controlled by, or
under common control with the corporation and who are not beneficial owners of a
controlling interest in the voting securities of the corporation.  The Executive
Committee  shall  meet at any time and place  designated  and at least six hours
oral or written  notice given by or on behalf of the  Chairman of the  Executive
Committee,  and shall  report  promptly  to the entire  Board of  Directors  the
substance of any action taken by the  Executive  Committee,  which action may be
changed by the Board without prejudice to intervening rights.

         (b) Limitation on Authority. The Executive Committee shall not have any
power or authority as to the following:

             (1) The  submission to  Shareholders  of any action  requiring
                 approval of Shareholders under the Business Corporation Law.

             (2) The  creation  or  filling  of  vacancies  in the Board of
                 Directors.

             (3) The adoption, amendment or repeal of these bylaws.

             (4) The  amendment  or repeal of any  resolution  of the Board
                 that by its terms is amendable or repealable only by the Board.

             (5) Action on matters  committed by a resolution  of the Board
                 of Directors to another committee of the Board.

         Section 3.08.  Audit Committee and Audit.





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         (a) Appointment. The Board of Directors shall appoint annually an Audit
Committee  which shall  consist of not less than three (3) Directors who are not
employees of the corporation. the Audit Committee shall determine the nature and
extent of the audit of the records and of the verification and  certification of
the accounts of the  corporation,  and not later than at the last meeting of the
Board in a  calendar  year,  shall  recommend  to the Board the  engagement  and
compensation  of an  independent  Certified  Public  Accountant  or firm of such
accountants  to audit the said  records and certify  the said  accounts  for the
ensuing  calendar year. In making said audit,  verification  and  certification,
said  accountant or firm shall be under the direction of the Audit Committee and
shall be  responsible  to and shall report to the Board of Directors  and not to
the officers of the corporation.  The Chief Executive Officer and the President,
if not also the Chief Executive Officer, shall be non-voting, ex-officio members
of the Audit Committee.

         (b) Audit.  The Audit  Committee shall present the audit in full to the
Board of  Directors  at a meeting of the Board  which shall be held at least two
weeks  prior  to the next  Annual  Meeting  of  Shareholders.  The  audit of the
corporation  need not be mailed to  Shareholders,  but it shall be available for
inspection by any  Shareholders  at the office of the  corporation  during usual
business hours and at the Annual Meeting.

         Section 3.09.  Alternate Committee Members.  The Board of Directors may
designate  one or more  Directors as alternate  members of any committee who may
replace any absent or disqualified member at any meeting of the committee or for
the  purposes  of any  written  action  by the  committee.  In  the  absence  or
disqualification of a member and alternate member or members of a committee, the
member or members  thereof  present at any  meeting  and not  disqualified  from
voting,  whether or not constituting a quorum,  may unanimously  appoint another
Director  to act at the  meeting  in the  place of the  absent  or  disqualified
member.

         Section 3.10.  Other  Committees.  The Board of Directors may designate
from time to time any other  committees  as the  Board  may deem  necessary  and
appropriate.  The Board may set the number of members of any such  committee and
may appoint such members.

         Section  3.11.  Informal  Action by Directors.  Any action  required or
permitted  to be taken at a  meeting  of the  Directors  may be taken  without a
meeting if, prior or subsequent to the action,  a consent or consents thereto by
all of the Directors in office is filed with the  Secretary of the  corporation.
Any action  without a meeting of the Board shall be limited to those  situations
where time is of the essence and not in lieu of a regularly scheduled meeting.

         Section 3.12. Vacancies. Vacancies in the Board of Directors, including
vacancies  resulting from an increase in the number of Directors,  may be filled
by a majority  vote of the  remaining  members of the Board  though  less than a
quorum, or by a sole remaining Director,  and each person so selected shall be a
director to serve for the balance of the unexpired  term,  and until a successor
has been selected and qualified or until his or her earlier  death,  resignation
or removal.

         



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<PAGE>


         Section 3.13.  Removal of Directors

         (a) Removal by the Shareholders.  The entire Board of Directors, or any
class of the  Board,  or any  individual  Director  may be removed  from  office
without assigning any cause by the vote of Shareholders,  or of the holders of a
class or  series  of  shares,  entitled  to  elect  Directors,  or the  class of
Directors.  In  case  the  Board  or a  class  of the  Board  or any one or more
Directors are so removed,  new Directors may be elected at the same meeting. The
Board of  Directors  may be  removed  at any time with or  without  cause by the
unanimous vote or consent of Shareholders entitled to vote thereon.

         (b) Removal by the Board. The Board of Directors may declare vacant the
office of a Director who has been judicially declared of unsound mind or who has
been convicted of an offense  punishable by imprisonment for a term of more than
one  year or if,  within  60 days  after  notice  of his or her  selection,  the
Director  does not accept the office either in writing or by attending a meeting
of the Board of Directors.

         Section  3.14.  Compensation.  The Board of  Directors  shall  have the
authority to fix compensation of Directors for their services as Directors,  and
a Director may be a salaried officer of the  corporation,  who shall not receive
any additional compensation as a Director.


                                   ARTICLE IV

                                    Officers

         Section  4.01.  Number.  The  officers  of the  corporation  shall be a
Chairman of the Board,  a  President,  a  Secretary,  a  Treasurer,  and as many
Executive Vice  Presidents,  and Senior Vice Presidents as from time to time may
be determined by the Board of Directors. The President,  Secretary and Treasurer
may not be the same person. The Treasurer must be a natural person.  There shall
also be as many Vice Presidents and Assistant  Officers as from time to time may
be determined by the Chief  Executive  Officer.  Other  officers,  including the
office of Vice Chairman of the Board, as from time to time may be determined may
be added by resolution of the Board of Directors.

         Section 4.02.  Election,  Appointment and Term of Office.  The Board of
Directors  shall  elect  annually at their first  meeting  following  the Annual
Meeting of Shareholders,  the following  officers to serve until the next Annual
Meeting of Directors and until their  successors  are duly elected and qualified
or until their earlier death, resignation or removal:

                  (1) the three highest paid officers of the corporation,

                  (2) the  Chairman of the Board and the  President  if they are
                      not among the three highest paid officers, and

                  (3) such other officers as the Board of Directors from time to
                      time may designate by resolution.




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<PAGE>




All officers not  required to be elected by the Board or not  designated  by the
Board to be  elected  by the Board  shall be  appointed  by the Chief  Executive
Officer to serve at his or her pleasure.

         Section  4.03.  Standard of Care. An officer of the  corporation  shall
perform  his or her duties as an officer  in good  faith,  in a manner he or she
reasonably believes to be in the best interests of the corporation and with such
care, including reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances.  A person who so performs his or
her  duties  shall not be liable by  reason of having  been an  officer  of this
corporation.

         Section 4.04. Duties and Responsibilities.  Officers of the corporation
shall have the duties and responsibilities  assigned to them in their respective
position descriptions approved by the Chief Executive Officer in addition to the
following duties and responsibilities of the various offices:

         (a) Chairman of the Board. The Chairman of the Board shall be the Chief
Executive Officer of the corporation  unless otherwise provided by resolution of
the Board of  Directors  and shall have  general  supervision  of the  business,
affairs and  property of the  corporation  and over its  several  officers.  The
Chairman of the Board shall preside at all meetings of the  Shareholders  and of
the Board of Directors, and shall perform such other duties as from time to time
may be assigned by the Board of  Directors.  The  Chairman of the Board shall be
ex-officio member of all committees, if any, but shall have no vote on the Audit
Committee and the Executive Compensation Committee.

         (b)  President.  The  President,  in the absence of the Chairman of the
Board, or a Vice Chairman of the Board, if any, shall preside at all meetings of
the  Shareholders  and the Board of  Directors.  The  President  shall  have and
exercise  all the powers and  authority  of the  Chairman  of the Board when the
Chairman  and a Vice  Chairman,  if any,  are  absent or unable to act  during a
vacancy in the office of the  Chairman of the Board.  The  President  shall also
have such other duties and responsibilities as from time to time may be assigned
by the Chief Executive Officer or the Board of Directors.

         (c)  Secretary.  The  Secretary,  or an Assistant  Secretary,  shall be
present at all meetings of the Board of Directors and of the  Shareholders,  and
the  Secretary  shall  keep a record  of all  proceedings  of the  Board and its
committees and the Shareholders. The Secretary shall notify the Shareholders and
members of the Board of all  regular and  special  meetings,  have charge of the
corporate  seal and of the books and records of the  corporation  pertaining  to
actions of the Board or the  Shareholders,  and shall have such other duties and
authority as prescribed by the  Pennsylvania  Business  Corporation  Law and any
other  applicable  law.  The  Secretary  shall also  perform  such duties as are
customary  and incident to the office of the Secretary and shall have such other
duties as from time to time may be  assigned by the Chief  Executive  Officer or
the Board of Directors.





                                       41
<PAGE>




         (d)  Treasurer.  The  Treasurer  shall have the care and custody of all
funds and securities of the corporation,  depositing the same in the name of the
corporation  with such bank or banks as the Board of Directors  may select.  The
Treasurer  shall also perform such duties as are  customary  and incident to the
office of Treasurer and shall have such other duties as from time to time may be
assigned by the Chief Executive Officer or the Board of Directors.

         (e) Executive Vice  Presidents.  An Executive Vice President  shall, in
the absence of the President,  perform all the duties of the President. If there
is more than one  Executive  Vice  President,  the Chief  Executive  Officer may
designate one of them to be senior.  Executive Vice  Presidents  shall also have
such other duties and  responsibilities  as from time to time may be assigned by
the Chief Executive Officer or the Board of Directors.

         (f) Senior Vice Presidents, Vice Presidents,  Assistant Vice Presidents
and Other Officers.  Senior Vice Presidents,  Vice Presidents and Assistant Vice
Presidents and other officers shall perform such duties as from time to time may
be assigned by the Chief Executive Officer.  The duties and  responsibilities of
the Vice  Chairman of the Board shall be assigned by  resolution of the Board of
Directors.

         Section 4.05. Compensation. The compensation of officers elected by the
Board of Directors  shall be fixed by the Board of  Directors  subject to change
from time to time as the Board may determine;  and the compensation of officers,
assistant officers, and agents appointed by the Chief Executive Officer shall be
fixed by the Chief Executive  Officer subject to change from time to time as the
Chief Executive Officer shall determine.


                                    ARTICLE V

                      Share Certificates and Their Transfer

         Section 5.01.  Share Certificates.

         (a) Form.  Certificates for shares of the corporation  shall be in such
form as approved by the Board of Directors, and shall state that the corporation
is incorporated  under the laws of Pennsylvania,  the name of the person to whom
issued, and the number and class of shares and the designation of the series (if
any) that the certificate  represents.  The share register or transfer books and
blank share certificates shall be kept by the Secretary or by any transfer agent
or registrar designated by the Board of Directors for that purpose.





                                       42
<PAGE>




         (b)  Issuance.  The  share  certificates  of the  corporation  shall be
numbered,  dated,  and registered in the share register on transfer books of the
corporation  as they are  issued.  They shall be signed by the  Chairman  of the
Board or the President and by the Secretary or the Treasurer, and shall bear the
corporate seal,  which may be a facsimile,  engraved or printed;  but where such
certificate  is signed by a transfer  agent or a registrar  the signature of any
corporate officer upon such certificate may be a facsimile, engraved or printed.
In case any officer who has signed, or whose facsimile signature has been placed
upon,  any share  certificate  shall have ceased to be such  officer  because of
death,  resignation or otherwise,  before the  certificate is issued,  it may be
issued  with the same  effect as if the officer had not ceased to be such at the
date of its issue.  The  provisions of this Section 5.01 shall be subject to any
inconsistent  or contrary  agreement at the time between the corporation and any
transfer agent or registrar.

         Section 5.02. Transfer of Shares. Transfer of shares of the corporation
shall be made on the books of the  corporation by the registered  holder thereof
or by his attorney  thereunto  authorized by a power of attorney,  duly executed
and  filed  with  the  Secretary  of the  corporation  and  upon  surrender  for
cancellation  of the certificate or  certificates  for such shares.  No transfer
shall be made inconsistent  with the provisions of the Uniform  Commercial Code,
13 Pa.C.S. "8101 et. seq., and its amendments and supplements.

         Section  5.03.  Record  Holder  of  Shares.  The  corporation  shall be
entitled  to  treat  the  person  in  whose  name any  share  or  shares  of the
corporation stand on the books of the corporation as the absolute owner thereof,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such share or shares on the part of any other person.

         Section 5.04. Lost, Destroyed or Mutilated Certificates.  The holder of
any shares of the corporation  shall  immediately  notify the corporation of any
loss, destruction or mutilation of the certificate therefore,  and the Secretary
may, in his discretion,  cause a new certificate or certificates to be issued to
such holder, in case of mutilation of the certificate, upon the surrender of the
mutilated  certificate  or, in case of loss or destruction  of the  certificate,
upon satisfactory  proof of such loss or destruction and, if the Secretary shall
so determine,  the deposit of a bond in such form and in such sum, and with such
surety or sureties, as he may direct.


                                   ARTICLE VI

                                Corporate Actions

         Section 6.01. Voting Securities of Other Corporations.  Securities held
by the corporation in any other corporation shall be voted in person or by proxy
by the Chief Executive  Officer or any other person duly authorized by the Chief
Executive Officer.


                                   ARTICLE VII

               Indemnification of Directors, Officers & Employees

         Section  7.01.  (The  provisions  of this  Section  were adopted by the
Shareholders on April 28, 1987.)




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<PAGE>




The Company shall indemnify any Director,  officer or employee,  who was or is a
party to, or is  threatened  to be made a party to or who is called as a witness
in  connection  with any  threatened,  pending,  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative,  including
an action by or in the right of the corporation by reason of the fact that he is
or was a Director, officer or employee of the corporation,  or is or was serving
at the request of the corporation as a Director,  officer or employee of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses,  including  attorneys'  fees,  judgments,  fines and  amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or proceeding  unless the act or failure to act giving rise to the
claim for  indemnification is determined by a court to have constituted  willful
misconduct or recklessness.

The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VII shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any bylaw,  agreement,  contract,  vote of  Shareholders,  vote of disinterested
Directors  or pursuant to the  direction,  howsoever  embodied,  of any court of
competent jurisdiction or otherwise,  both as to action in his official capacity
and as to action on another capacity while holding such office. It is the policy
of the  corporation  that  indemnification  of, and  advancement of expenses to,
Directors,  officers  and  employees  of the  corporation  shall  be made to the
fullest extent permitted by law. To this end, the provisions of this Article VII
shall be deemed to have been amended for the benefit of Directors,  officers and
employees of the corporation  effective immediately upon any modification of the
Business  Corporation Law of the Commonwealth of Pennsylvania (the "BCL") or the
Directors'  Liability Act of the Commonwealth of Pennsylvania  (the "DLA") which
expands or enlarges the power or obligation of corporations  organized under the
BCL or  subject to the DLA to  indemnify,  or advance  expenses  to,  Directors,
officers and employees of the corporation.

The  corporation  shall pay expenses  incurred by an officer,  Director or other
employee, in defending a civil or criminal action, suit or proceeding in advance
of the final  disposition of such action,  suit or proceeding upon receipt of an
undertaking  by or on behalf of such  person  to repay  such  amount if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by the
corporation.

The indemnification and advancement of expenses provided by, or granted pursuant
to,  this  Article VII shall,  unless  otherwise  provided  when  authorized  or
ratified,  continue as to a person who has ceased to be a  Director,  officer or
employee  and  shall  inure  to  the  benefit  of  the  heirs,   executors   and
administrators of such person.





                                       44
<PAGE>




The corporation  shall have the authority to create a fund of any nature,  which
may,  but need not be, under the control of a trustee,  or  otherwise  secure or
insure in any manner,  its  indemnification  obligations,  whether arising under
these Bylaws or otherwise. This authority shall include, without limitation, the
authority to (i) deposit funds in trust or in escrow, (ii) establish any form of
self-insurance,  (iii) secure its  indemnity  obligation  by grant of a security
interest,  mortgage  or other  lien on the  assets of the  corporation,  or (iv)
establish a letter of credit,  guaranty or surety arrangement for the benefit of
such persons in connection with the anticipated  indemnification  or advancement
of expenses  contemplated by this Article VII. The provision of this Article VII
shall  not be deemed to  preclude  the  indemnification  of, or  advancement  of
expenses  to, any person who is not  specified  in Section  7.01 of this Article
VII, but whom the  corporation  has the power or obligation to indemnify,  or to
advance  expenses for,  under the provisions of the BCL or the DLA or otherwise.
The  authority  granted  by this  section  shall be  exercised  by the  Board of
Directors of the corporation.

         Section   7.02.   Proceedings   Initiated   by   Indemnified   Persons.
Notwithstanding  any other provision of this Article VII, the corporation  shall
not indemnify any person under this Article VII for any liability incurred in an
action,  suit or  proceeding  initiated  (which  shall not be deemed to  include
counterclaims  or affirmative  defenses) or  participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of or
participation in the action, suit or proceeding is authorized,  either before or
after its  commencement,  by the affirmative vote of a majority of the Directors
in office. This section does not apply to successfully  prosecuting or defending
the  rights of any person to  indemnification  granted  by or  pursuant  to this
Article VII.


                                  ARTICLE VIII

                                   Amendments

         Section  8.01.  Amendments.  These  bylaws may be  altered,  amended or
repealed and new bylaws adopted,  either (i) by vote of the  Shareholders at any
duly organized annual or special meeting of  Shareholders,  or (ii) with respect
to those matters that are not by statute committed expressly to the Shareholders
and regardless of whether the Shareholders  have previously  adopted or approved
the bylaw  being  amended or  repealed,  by vote of a  majority  of the Board of
Directors  of the  corporation  in office at any  regular or special  meeting of
Directors.  Any change in these  bylaws  shall take effect when  adopted  unless
otherwise provided in the resolution affecting the change.









                                       45
<PAGE>




I hereby  certify that the foregoing  By-Laws were adopted by unanimous  vote at
the  Organizational  Meeting of the Subscribers to stock of the ERIE FAMILY LIFE
INSURANCE  COMPANY on June 6, 1967, and were amended at the following  meetings:
the 9th Annual Meeting of Stockholders,  April 27, 1976; the 10th Annual Meeting
of Stockholders,  April 26, 1977; the 13th Annual Meeting of Stockholders, April
29, 1980; the 58th Board of Directors  Meeting,  May 23, 1980; the 63rd Board of
Directors Meeting,  March 4, 1981; the 69th Board of Directors  Meeting,  August
24, 1982; the 72nd Board of Directors  Meeting,  April 26, 1983; the 22nd Annual
Meeting  of  Stockholders,  April 25,  1989;  a Special  Meeting of the Board of
Directors,  July 24, 1990; the 108th Board of Directors  Meeting,  September 16,
1991; the 109th Board of Directors  Meeting,  December 19, 1991; the 120th Board
of  Directors  Meeting,  March 1, 1994;  the 133rd Board of  Directors  Meeting,
September 17, 1996; 140th Board of Directors Meeting, March 11, 1998.




                                        /S/ J. R. Van Gorder
                                          J. R. Van Gorder, Secretary